Philadelphia Orchestra Association

“Business/family relationships the philadelphia orchestra association has several board members with business relationships with each other, as follows: board members mark dichter and jami wintz mckeon have a business relationship”

“Effective december 2, 2021, the bylaws of the philadelphia orchestra association were amended and restated to reflect a number of changes coincident with the creation of the philadelphia orchestra and kimmel center inc. (the pokc). The sole member of the orchestra within the meaning of section 5103(a) of the pennsylvania nonprofit corporation law of 1988 (the npcl) shall be the pokc. The pokc shall have the right to vote and shall act through the executive committee of its board of trustees.”

“See narrative under form 990, part vi, section a, line 6”

“See narrative under form 990, part vi, section a, line 6”

“The form 990 was prepared by a tax advisor in conjunction with the organization's finance department. A final copy of the form 990 is circulated to the board before it is filed. However, schedule b is redacted from the form 990 before it is circulated to the board to protect the identity of certain donors who wish to remain anonymous. As such, the organization has checked 'no' to part vi, question 11a. Schedule b will be made available to those board members who wish to inspect it individually.”

“The organization monitors and enforces compliance by following these procedures: 1. Any interested person has a duty to disclose the transaction or arrangement; 2. The interested person presents this potential conflict of interest to the board/committee; 3. The board/committee determines whether there is a conflict of interest; 4. Board/committee/interested person follows predetermined procedures to address the issue if one exists; 5. The above will be recorded in the minutes of the meetings of the board/committee. Each trustee, officer and member of a committee with board-delegated powers shall annually respond to a questionnaire and sign a statement which affirms such person: a. Has received a copy of the conflict of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, d. Understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes; and e. Provides such information as the poa requires to prepare the poa's annual irs form 990. Board members were requested to complete a conflict of interest questionnaire. The request was made multiple times, however not all board members or officers responded. The organization feels that it has made a reasonable effort to disclose existing conflicts of interest. Form 990, part vi, lines 13 and 14: philadelphia orchestra association established whistleblower and document retention policies that are followed by the association, as well as its subsidiaries.”

“The philadelphia orchestra association undertakes a thorough process to ensure that the executive compensation it pays to its top management officials and all of its officers and key employees of the association is reasonable given the market in which the association operates. In relevant part, the board of trustees has established a compensation committee of independent persons that have no personal interest in the proposed compensation agreements. With respect to the ceo, the compensation committee chair and several other independent members of the board, including the chair of the board, contracted with a search firm to assist in the identification and selection of the ceo. The outcome of this process, including comparable compensation data, gathered by members of the committee was presented to the full board. Applicable documents, emails and other writings created contemporaneously were used as the basis for the selection and compensation decisions. With respect to hiring and compensation decisions for other officers and key employees, the ceo contracted with a search firm to assist in the identification and selection of the key personnel. There is also a full-time human resources department supporting this function and the association receives regular compensation data in connection with its ongoing membership in the league of american orchestra service organization. The outcome of this process, including comparable compensation data, gathered by the ceo with the assistance of the search firm was described to the independent chair of the compensation committee. The compensation committee reviews the compensation of other officers and key employees. Applicable documents, emails and other writings created contemporaneously were used as the basis for the selection and compensation decisions.”

“The organization makes its form 990 and audited financial statements available to the public by retaining a copy at its place of business and on its website at www.philorch.org. The form 990 is likewise published on the internet at www.guidestar.org. The organization's governing documents and conflict of interest policy are not ordinarily made available to the public, but, if requested, will be provided at management's discretion.”

“Postretirement adjustment -544,725. Other -86,289.”

“The philadelphia orchestra association (poa) and the kimmel center, inc. (kci), after receiving a no objection letter from the pennsylvania attorney general dated october 15, 2021, entered into a partnership and affiliation agreement on october 21, 2021 that will enable poa and kci to operate in a strategically aligned and coordinated manner in order to create a more powerful and expansive artistic footprint by establishing a new 501(c)(3) organization the philadelphia orchestra and kimmel center, inc. (pokc) to serve as the common controlling member/parent of poa and kci, with full representation from the existing poa and kci boards. The transaction was closed on december 2, 2021, and associated filings were made on december 3, 2021. The poa and kci will remain separate legal entities each operating as tax-exempt organizations and shall continue to operate in accordance with and to further its respective tax-exempt mission and purposes. Each will maintain separate financial statements and perform an annual audit, notwithstanding that the parties' financial statements may be consolidated with pokc's. Each of the orchestra and the kimmel center shall continue to hold, manage, and use its endowed and otherwise donor-restricted assets (including those held by its respective subordinate organizations) consistent with the restrictions that apply to such assets and pursuant to the terms of their respective gift instruments.”